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Securities and Exchange Commission
 Washington, D.C. 20549
 Form 11-K
 þ
    
    Annual Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934
 For the fiscal year ended: December 31, 2005
 or
 o
    
    Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
 For the transition period from  to
 Commission File Number: 000-32057
 American Physicians Assurance Corporation Retirement Plan
 (Full Title of Plan)
 American Physicians Capital, Inc.  1301 N. Hagadorn Road  East Lansing, MI 48826-1471




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Years ended December 31, 2005 and 2004  with Report of Independent Registered Public Accounting Firm




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##### 



Years ended December 31, 2005 and 2004
 Contents
 Report of Independent Registered Public Accounting Firm
    
    
    1Financial StatementsStatements of Assets Available for Benefits
    
    
    2Statements of Changes in Assets Available for Benefits
    
    
    3Notes to Financial Statements
    
    
    4Supplemental Schedule*Schedule of Assets (Held at End of Year)
    
    
    10ExhibitConsent of BDO Seidman, LLP
  
 *
    
    Other schedules required by Section 2520.103.10 of the Department of Labor and Regulations
and Disclosure Under ERISA have been omitted because they are not applicable.




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1




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December 31,2005
    
    
    2004Investments:Participant directed investment accounts
    
    $
    18,397,398
    
    
    $
    10,312,077Participant loans
    
    
    101,883
    
    
    
    83,208Total investments
    
    
    18,499,281
    
    
    
    10,395,285Contribution receivable
    
    
    430,476
    
    
    
    Assets available for benefits
    
    $
    18,929,757
    
    
    $
    10,395,285
 The accompanying notes are an integral part of the financial statements.
 2




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Year Ended December 31,2005
    
    
    2004Additions:Participant contributions
    
    $
    869,552
    
    
    $
    1,032,408Participating employers contributions
    
    
    801,384
    
    
    
    476,261Rollover contributions
    
    
    7,346,076
    
    
    
    2,487Interest income
    
    
    51,777
    
    
    
    43,994Net realized and unrealized appreciation
in fair value of investments
    
    
    1,273,857
    
    
    
    921,772Total additions
    
    
    10,342,646
    
    
    
    2,476,922Deductions:Benefit payments
    
    
    1,677,839
    
    
    
    1,727,429Investment expenses
    
    
    2,275
    
    
    
    3,653Other
    
    
    38,157
    
    
    
    26,404Total deductions
    
    
    1,718,271
    
    
    
    1,757,486Net increase in assets
available for benefits
    
    
    8,624,375
    
    
    
    719,436Assets transferred out (Note 4)
    
    
    89,903
    
    
    
    1,430,702Assets available for benefits at beginning of year
    
    
    10,395,285
    
    
    
    11,106,551Assets available for benefits at end of year
    
    $
    18,929,757
    
    
    $
    10,395,285
 The accompanying notes are an integral part of the financial statements.
 3




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1. Description of the Plan
  General
    Contributions
  4




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1. Description of the Plan (continued)
 Contributions (continued)
  Participants Accounts
  Vesting
   5




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1. Description of the Plan (continued)
 Investment Options
  Payment of Benefits
  Participant Loans
  2. Significant Accounting Policies
 Basis of Accounting
  Investment Valuation
   6




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2. Significant Accounting Policies (continued)
 Investment Valuation (continued)
   Administrative Expenses
  Risks and Uncertainties
  Use of Estimates
  7




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3. Investments
    2005
    
    2004CIGNA Lifetime 40 Fund
    
    $
    6,588,357
    
    
    $
    Guaranteed Income Fund
    
    
    1,697,192
    
    
    
    1,159,535Standard and Poors 500 Index Fund
    
    
    1,453,790
    
    
    
    1,266,415Mid Cap Value Fund  Wellington Management
    
    
    1,286,775
    
    
    
    1,034,753Small Company Stock  Growth I  TimesSquare Capital Management
    
    
    1,143,022
    
    
    
    1,073,019Oppenheimer Global A Fund
    
    
    990,102
    
    
    
    861,769Alliance Growth & Income A Fund
    
    
    
    
    
    
    890,851Balanced/Dresdner RCM Fund
    
    
    
    
    
    
    743,040
  4. Related-Party Transactions
   8




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5. Plan Amendments
  6. Income Tax Status
  7. Plan Termination
  9




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(b)
    
    Identity of Issue, Borrower,
    
    (c)
    
    Description of Investment Including Maturity Date,
    
    
    
    
    
    (e)
    
    
    Current(a)
    
    
    
    Lessor or Similar Party
    
    
    
    Rate of Interest, Collateral, Par or Maturity Value
    
    (d) Cost +
    
    
    
    
    
    
    Value*
    
    
    
    Prudential Financial Services
    
    
    
    Dryden Standard and Poors 500 Index Fund
    
    
    
    
    
    
    
    
    
    $
    1,453,790*
    
    
    
    Prudential Financial Services
    
    
    
    Guaranteed Income Fund
    
    
    
    
    
    
    
    
    
    
    1,697,192*
    
    
    
    Prudential Financial Services
    
    
    
    Small Company Stock  Growth I  TimesSquare Capital Management
    
    
    
    
    
    
    
    
    
    
    1,143,022*
    
    
    
    Prudential Financial Services
    
    
    
    Mid Cap Value Fund  Wellington Management
    
    
    
    
    
    
    
    
    
    
    1,286,775*
    
    
    
    Prudential Financial Services
    
    
    
    Alliance Growth & Income A Fund
    
    
    
    
    
    
    
    
    
    
    883,647*
    
    
    
    Prudential Financial Services
    
    
    
    Oppenheimer Global A Fund
    
    
    
    
    
    
    
    
    
    
    990,102*
    
    
    
    Prudential Financial Services
    
    
    
    Balanced Growth Fund  Wellington/Black Rock
    
    
    
    
    
    
    
    
    
    
    641,933*
    
    
    
    Prudential Financial Services
    
    
    
    Lifetime 40 Fund
    
    
    
    
    
    
    
    
    
    
    6,588,357*
    
    
    
    Prudential Financial Services
    
    
    
    Lifetime 50 Fund
    
    
    
    
    
    
    
    
    
    
    197,094*
    
    
    
    Prudential Financial Services
    
    
    
    Oakmark Select I
    
    
    
    
    
    
    
    
    
    
    362,671*
    
    
    
    Prudential Financial Services
    
    
    
    Large Cap Growth  Wellington
    
    
    
    
    
    
    
    
    
    
    500,780*
    
    
    
    Prudential Financial Services
    
    
    
    Lifetime 20 Fund
    
    
    
    
    
    
    
    
    
    
    369,894*
    
    
    
    Prudential Financial Services
    
    
    
    Templeton Foreign
    
    
    
    
    
    
    
    
    
    
    608,486*
    
    
    
    Prudential Financial Services
    
    
    
    Lifetime 30 Fund
    
    
    
    
    
    
    
    
    
    
    419,254*
    
    
    
    Prudential Financial Services
    
    
    
    Waddell & Reed Accumulative A Fund
    
    
    
    
    
    
    
    
    
    
    389,482*
    
    
    
    Prudential Financial Services
    
    
    
    Small Cap Value Fund  Kennedy
    
    
    
    
    
    
    
    
    
    
    194,792*
    
    
    
    Prudential Financial Services
    
    
    
    Mid Cap Growth Fund  Artisan Partners
    
    
    
    
    
    
    
    
    
    
    216,142*
    
    
    
    Prudential Financial Services
    
    
    
    Lifetime 60 Fund
    
    
    
    
    
    
    
    
    
    
    104,440*
    
    
    
    Prudential Financial Services
    
    
    
    American Physicians Capital, Inc. Common Stock
    
    
    
    
    
    
    
    
    
    
    108,853*
    
    
    
    Prudential Financial Services
    
    
    
    Prudential Short-Term Bond Fund
    
    
    
    
    
    
    
    
    
    
    106,917*
    
    
    
    Prudential Financial Services
    
    
    
    Self Directed Brokerage Account
    
    
    
    
    
    
    
    
    
    
    133,454*
    
    
    
    Prudential Financial Services
    
    
    
    Loan Accounts Payable Fund
    
    
    
    
    
    
    
    
    
    
    32118,397,398*
    
    Participant Loans
    
    
    
    Interest rates of 6.00% to 9.00% maturing between
2006 and 2010.
    
    
    
    
    
    
    
    
    
    
    101,883Total Investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    18,499,281
 There were no assets reportable as both acquired and disposed of within the plan year.
 
 *
    
    Denotes a party-in-interest.+
    
    Information not required per Department of Labor reporting requirements.Employer identification number: 38-2102867Three digit plan number: 002 10




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Signatures
  American Physicians Assurance CorporationRetirement Plan
 Date:  June 29, 2006
    /s/ Nancy AxtellNancy Axtell,Vice President of Human ResourcesAmerican Physicians Capital, Inc. 11




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Exhibit Index
 Exhibit 23.1
    
    Consent of BDO Seidman, LLP (1)
 
 (1)
    
    Filed herewith 12